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REMMINGTON ENTERPRISES, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

July 21, 2014

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Overview



We were incorporated in the State of Nevada on July 15, 2011. Until recently, we were an exploration stage mineral exploration company with claims in Hawthorne, Nevada.

Because of the difficulties in raising additional funding for that business, on January 15, 2014, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the "Agreement") with our former officer and director, Gary A. Scoggins. Pursuant to the Agreement, we transferred all assets related to our mineral exploration business, including our mining claims, to Mr. Scoggins. In exchange for this assignment of assets, Mr. Scoggins agreed to assume and cancel all liabilities relating to our former mineral exploration business. As a result of the Agreement, we are no longer pursuing the mineral exploration business.

On May 2, 2014, we entered into a Share Exchange Agreement (the "Exchange Agreement") with Mitovie Pharma Europe Ltd., a privately held company incorporated under the laws of Scotland ("Mitovie") and the shareholders of Mitovie. As a result of the transaction (the "Exchange"), Mitovie became our wholly-owned subsidiary. In accordance with the terms of the Exchange Agreement, at the closing an aggregate of 12,280,000 shares of our common stock were issued to the holders of Mitovie's common stock in exchange for their shares of Mitovie.

We intend to carry on the business of Mitovie, as our primary line of business. We have relocated our principal executive offices to BioCity Scotland, Newhouse, Lanarkshire ML1 5UH, UK and our telephone number is +44 1698 53 9797. In the near future, we intend to change our name to Altovida Pharma, Inc. to better reflect our new business direction.

We are now a specialty pharmaceutical company focused on the development and commercialization of medicines in areas of real clinical need. We incorporate soon to market drug development projects and a portfolio of commercial drugs which we market predominantly in the United Kingdom and Europe. Whilst these commercial products offer the opportunity for revenue growth, the main thrust of the business is to complete the development of our high-value projects and commercialize them in the main global markets (initially through partners), with a priority focus on the USA and Europe.

Results of Operations for the three and nine months ended April 30, 2014 and 2013.

We have not earned any revenues since our inception through April 30, 2014. While we hope to achieve revenues in the near future with our product offerings, we are presently in the development stage of our business and we can provide no assurance that we will develop viable products or that we will be able to enter into commercial production and generate sufficient sales.

We incurred expenses in the amount of $34,818 for the three months ended April 30, 2014, compared to expenses of $13,000 for the three months ended April 30, 2013. We incurred expenses in the amount of $74,275 for the nine months ended April 30, 2014, compared to expenses of $57,875 for the nine months ended April 30, 2013.

We had a net loss of $34,818 for the three months ended April 30, 2014 compared with $13,000 for the same period ended April 30, 2014. On January 15, 2014, we sold our mining claims resulting in other income of $138,271 for the nine months ended April 30, 2014 that was not experienced in prior periods. We incurred net income of $63,997 for the nine months ended April 30, 2014, as compared with a net loss of $57,875 for the same period ended 2013. We had a net loss of $95,413 from continued and discontinued operations from inception on July 15, 2011 through April 30, 2014.

Our losses are attributable to operating expenses together with a lack of any revenues. Our expenses during the periods reported consisted primarily of professional fees. We anticipate our operating expenses will increase as we continue with our new plan business plan.

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Liquidity and Capital Resources

As of April 30, 2014, we had no current assets and current liabilities of $42,213 consisting entirely of $17,778 in accounts payable and accrued expenses and $24,435 in notes payable. Thus, we had a working capital deficit of $42,213 as of April 30, 2014.

On May 2, 2014, we sold a promissory note in the principal amount of $419,000 (the "Note"). The Note accrue interest at the rate of 6% per annum and is due and payable on the earlier of (i) the fourth anniversary of the date of the Note, (ii) upon the occurrence of fundraising of at least $8,400,000, the sale of assets or change of control, or (iii) when, upon or after the occurrence of an event of default, such amounts are declared due and payable by the holder or made automatically due and payable in accordance with the terms of the Note. Also on May 2, 2014, we sold 69,833 shares of our common stock to an accredited investor at $6.00 per share for total proceeds of $418,998.

Based upon our current financial condition, we have sufficient cash to operate our business at the current level for the next twelve months. For the long term, we hope to generate sufficient revenues to be self-sustaining. We may, however, require capital to fund our operations in the long term if revenues are insufficient. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Going Concern



The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had net income from operations of $63,997 during the nine months ended April 30, 2014 and had an accumulated (deficit) of $95,413.

These conditions give rise to doubt about our ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon its ability to obtain additional financing or sale of our common stock as may be required and ultimately to attain profitability.

Off Balance Sheet Arrangements

As of April 30, 2014, there were no off balance sheet arrangements.

Critical Accounting Policies



In December 2001, the SEC requested that all registrants list their most "critical accounting polices" in the Management Discussion and Analysis. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of a company's financial condition and results, and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

Recently Issued Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting statement that reduces some of disclosures and reporting requirements for development stage companies. The change will be in effect for the interim and annual periods beginning after December 15, 2014. As of such date, among other things development stage entities will no longer be required to report inception-to-date information. We have elected early adoption of this pronouncement and will no longer being reporting inception-to-date information.

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Source: Edgar Glimpses


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